(p) Provisions and contingent liabilities
Provisions
Provisions are recognized when there is a present legal
or constructive obligation as a result of a past events,
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
and there is a reliable estimate of the amount of the
obligation. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of
management's best estimate of the expenditure required
to settle the present obligation at the end of the reporting
period. If the effect of the time value of money is material,
provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the
risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is
recognised as an interest expense.
Contingent liabilities
Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company, or a present
obligation that arises from past events where it is either
not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount
cannot be made.
(q) Employee benefits
(i) Short term obligations
Liabilities for wages and salaries, including non-monetary
benefits that are expected to be settled wholly within
period of operating cycle after the end of the period in
which the employees render the related service are
recognised in respect of employees' services up to the end
of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled.
(ii) Other long term employee benefit obligations
The liabilities for earned leave are not expected to be
settled wholly within period of operating cycle after the
end of the period in which the employees render the
related service. They are therefore measured as the
present value of expected future payments to be made
in respect of services provided by employees up to the
end of the reporting period using the projected unit credit
method. The benefits are discounted using the market
yields at the end of the reporting period that have terms
approximating to the terms of the related obligation.
Remeasurements as a result of experience adjustments
and changes in actuarial assumptions are recognised in
profit or loss. The obligations are presented as current
liabilities in the balance sheet if the Company does not
have an unconditional right to defer settlement for at least
twelve months after the reporting period, regardless of
when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Group operates the following post-employment
schemes:
Ý Defined benefit plan i.e. gratuity.
Ý Defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognised in the consolidated
balance sheet in respect of defined benefit gratuity plan is
the present value of the defined benefit obligation at the
end of the reporting period less the fair value of plan assets.
The defined benefit obligation is calculated annually by
actuaries using the projected unit credit method.
The present value of the defined benefit obligation is
determined by discounting the estimated future cash
outflows by reference to market yields at the end of the
reporting period on government bonds that have terms
approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount
rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This cost is included in
employee benefits expense in the standalone statement
of profit and loss.
Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in
other comprehensive income.
They are included in retained earnings in the standalone
statement of changes in equity and in the standalone
balance sheet.
Changes in the present value of the defined benefit
obligation resulting from plan amendments or curtailments
are recognised immediately in profit or loss as past service
cost.
Defined contribution plans
The Company pays provident fund, ESIC, etc. contributions
to publicly administered provident funds and other funds
as per local regulations. The Company has no further
payment obligation once the contributions have been
paid. The contributions are accounted for as defined
contribution plans and the contributions are recognised
as employee benefits expense when they are incurred.
(iv) Employee options
The fair value of options granted under the Rustomjee
Employee Stock Option Plan 2022 is recognised as an
employee benefits expense with a corresponding increase
in equity. The total amount to be expensed is determined
by reference to the fair value of the options granted:
• Including any market performance conditions (e.g.
the entity's share price).
• Excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability,
sales growth targets and remaining an employee of
the entity over a specified time period).
• Including the impact of any non-vesting conditions
(e.g. the requirement for employees to save or hold
shares for a specific period of time).
The total expense is recognised over the vesting period,
which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period,
the entity revises its estimates of the number of options
that are expected to vest based on the non-market
vesting and service conditions. It recognises the impact
of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity.
For Group transactions involve repayment arrangements
that require one group entity to pay another group
entity for the provision of the share-based payments
to the suppliers of goods or services. In such cases, the
entity that receives the goods or services shall account
as a cash-settled share-based payment transaction.
Where shares are forfeited due to a failure by the employee
to satisfy the service conditions, any expenses previously
recognised in relation to such shares are reversed effective
from the date of the forfeiture.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• The profit attributable to owners of respective class
of equity shares of the Company.
• By the weighted average number of equity shares
(respective class wise) outstanding during the
financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into
account:
• The after income tax effect of interest and other
financing costs associated with dilutive potential
equity shares, and
• The weighted average number of additional equity
shares that would have been outstanding assuming
the conversion of all dilutive potential equity shares.
NOTE 1C: OTHER ACCOUNTING POLOCIES
(a) Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker (CODM).
The Board of Directors of the Company has been identified
as being the CODM as they assesses the financial
performance and position of the Company, and makes
strategic decisions.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in the standalone financial statements of the
company are measured using the currency of the primary
economic environment in which the entity operates ('the
functional currency'). The standalone financial statements
are presented in Indian rupee ('), which is the functional
and presentation currency of the Company.
(ii) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates at the dates
of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange
rates are generally recognised in profit or loss. A monetary
item for which settlement is neither planned nor likely to
occur in the foreseeable future is considered as a part of
the entity's net investment in that foreign operation.
(c) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
(d) Dividend
Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the entity, on or before the end of
the reporting period but not distributed at the end of the
reporting period.
(e) Rounding of amounts
All amounts disclosed in the standalone financial
statements and notes have been rounded off to the
nearest lakhs, unless otherwise stated. Amount below
rounding off norms adopted by the Company has been
represented by*.
NOTE 1D: CHANGES IN ACCOUNTING
POLICIES AND DISCLOSURES
New and amended standards adopted by the
Company
The Ministry of Corporate Affairs vide notification dated
9 September 2024 and 28 September 2024 notified
the Companies (Indian Accounting Standards) Second
Amendment Rules, 2024 and Companies (Indian
Accounting Standards) Third Amendment Rules, 2024,
respectively, which amended/notified certain accounting
standards (see below), and are effective for annual
reporting periods beginning on or after 1 April 2024:
• Insurance contracts - Ind AS 117; and
• Lease Liability in Sale and Leaseback - Amendments
to Ind AS 116.
These amendments did not have any material impact
on the amounts recognised in prior periods and are
not expected to significantly affect the current or future
periods.
NOTE 2: CRITICAL ESTIMATES AND
JUDGEMENTS
The preparation of standalone financial statements requires
the use of accounting estimates which, by definition,
will seldom equal the actual results. Management also
needs to exercise judgment in applying the Company's
accounting policies. This note provides an overview of
the areas that involved a higher degree of judgment
or complexity, and of items which are more likely to be
materially adjusted due to estimates and assumptions
turning out to be different than those originally assessed.
• Revenue Recognition (Refer Note 1B(a)
above)
Revenue from sale of real estate inventory is
recognised at a point in time or over the period based
on the contract entered with the customers.
• Evaluation of net realisable value of
inventories (Refer Note 1B(g) above)
Inventories comprising of finished goods and
construction work-in progress are valued at lower of
cost and net realisable value. Net Realisable value
is based upon the estimates of the management.
The effect of changes, if any, to the estimates is
recognised in the Financial Statements for the period
in which such changes are determined.
• Impairment losses on Investments and
Impairment of financial assets (Refer Note
1B(d) and 1B(h) above)
In assessing impairment, management estimates
the recoverable amounts of Investments based on
expected future cash flows and uses an interest
rate to discount them. Estimation uncertainty relates
to assumptions about future cash flows and the
determination of a suitable discount rate. For financial
assets, as at each balance sheet date, based on
historical default rates observed over expected life,
the management assesses the expected credit loss
on outstanding financial assets.
Nature and purpose of other reserves:
Securities premium reserve
Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the provision of
the Companies Act, 2013.
Capital Reserve
Capital reserve is created out of profits or gains of a capital nature. The capital reserve is available for utilisation against
capital purpose and are not available for distribution of dividend.
General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under
the Companies Act, 2013.
Nature of security and terms of repayment for
secured borrowings:
i) Debentures
Redeemable non-convertible debentures (NCDs)
(i) First charge by way of equitable mortgage over
Development Rights of the Property.
(ii) First pari-passu charge by way of hypothecation on
the Escrow Account of the Project.
(iii) First pari-passu charge by way of hypothecation on
the future Scheduled Receivables of the Project and
all insurance proceeds, both present and future.
(iv) First charge on the ISRA and on all monies credited/
deposited therein (in whatever form the same
may be), and all investments in respect thereof (in
whatever form the same may be).
Terms of repayment along with interest charged is as
follows:
(i) The term loan is repayable in bullet payment at the
end of 36 months from date of allotment.
(ii) The term loan carried interest rate of 12% p.a. payable
monthly.
ii) Term loans from banks and other parties
(a) Term loan (TL-1) from Axis Bank Limited
amounting to ' 4,553 (March 31, 2024: ' 14,900),
ICICI Bank Limited amounting to ' 10,056 (March
31, 2024: ' 17,212) and Aditya Birla Finance Limited
amounting to ' 4,907 (March 31, 2024: ' 8,400) is
secured against:
(i) Pari Passu charge by way of mortgage of immovable
property i.e. the units and 3 specific units of BR in
the project including proportionate undived share of
land.
(ii) Pari Passu charge by way of mortgage on all other
project assets entire.
(iii) Pari Passu charge on cash flows including present
and future receivables in the project through an
escrow mechanism.
(iv) Pari passu charge on the development rights and all
other project documents.
(v) Pari Passu charge over Interest Service Reserve
account.
Terms of repayment along with interest charged is as
follows:
(i) The loan is repayable in 3.5 years quarterly installment
including moratorium period of 18 months.
(ii) The loan carries interest rate linked to Axis Bank
Limited 6 months MCLR 1.25%. Effective interest rate
as at March 31, 2025 is 10.70%.
(b) Term loan (TL-2) from Axis Bank Limited
amounting to Nil (March 31, 2024: ' 6,418), ICICI
Bank Limited amounting to Nil (March 31, 2024:
' 3,209) and Aditya Birla Finance Limited amounting
to Nil (March 31, 2024: ' 1,834) is secured against
(i) Pari Passu charge on identified unsold units (including
receivable thereon) of the Season project with a 1.00x
FACR
(ii) Pari Passu charge over ISRA ( 2 months' interest
service obligations)
(iii) The security shall be cross collateralized with security
for TL-1 (term loan-1 facility of Axis bank on Real Gem
Build Tech Pvt. Ltd. for Rustomjee Crown Project).
It may be noted that 60 days' time is stipulated for
security perfection for TL-1.
Terms of repayment along with interest charged is as
follows:
(i) The loan is repayable in 3.5 years quarterly installment
including moratorium period of 19 months.
(ii) The loan carries interest rate linked to Axis Bank
Limited 6 months MCLR 0.80%. Effective interest
rate as at March 31, 2025 is 11%.
(c) Term loan from Tata Capital Housing Finance
Limited amounting to Nil (March 31, 2024: ' 2,169)
is secured against:
• Exclusive charge by way of registered mortgage over
development rights and FSI of project Parishram by
Rustomjee situated at Pali Hill Road, Bandra.
• Exclusive charge to be created on Security Flat
admeasuring 2,665 sq. ft. carpet area i.e. 4,397 sq. ft.
saleable area, immediately upon receipt of OC of the
Project.
• Exclusive charge by way of hypothecation on all
the receivables including sold, unsold, insurance
receipts, development and other charges and any
cash inflow in the redevelopment Project Rustomjee
Pali Hill Parishram.
• DSRA equivalent to 3 months' interest on outstanding
amount of the facility.
Terms of repayment along with interest charged is as
follows:
Moratorium period of 36 months and therafter 24 equated
monthly instalments commencing from the end of 37th
month since the date of first drawdown under the facility.
Rate of Interest will be Construction Finance Prime
Lending Rate (CFPLR) minus 6.45% per annum on monthly
reducing & floating rate basis. The present CFPLR is 17.45%
& present effective rate of interest will be 11.00% per
annum on monthly reducing & floating rate basis.
iii) Cash credit and overdraft facilities
(a) The overdraft facility availed from Axis Bank
Limited amounting to ' 882 (March 31, 2024:
' 8,039) is secured by same securities as that of the
term loan as on March 31, 2025. (refer point 25(ii)
(a) )
Interest rate is as follows:
The facility carries interest rate linked to Axis Bank Limited
6 months MCLR 1.25%.
(b) The cash credit facility availed from The
Zoroastrian Co-operative Bank Limited amounting
to Nil (March 31, 2024: ' 326) is secured against
registered mortgage of 3 flats belonging to the
Company and directors.
Interest is payable monthly @ 11.00% p.a.
iv) Vehicle loan
Vehicle loan amounting to ' 350 (March 31, 2024:
' 440) is secured against:
• Vehicle Loan I is taken from ICIQ bank ' 57 (March 31,
2024: ' 72) and repayable in 60 monthly installment
of ' 1.79 including interest @ 8.65% p.a.
• Vehicle Loan II is taken from HDFC bank ' 84
(March 31, 2024: ' 106) and repayable in 60 monthly
installment of ' 2.48 including interest @ 8.40% p.a.
• Vehicle Loan III is taken from Mercedez-Benz Financial
Services ' 103 (March 31, 2024: ' 134) and repayable
in 48 monthly installment of ' 3.48 including interest
@ 8.27% p.a.
• Vehicle Loan IV is taken from Bank of Baroda ' 107
(March 31, 2024: ' 128) and repayable in 60 monthly
installment of ' 2.68 including interest @ 8.85% p.a.
These loans are secured by underlying assets against
which these loans have been obtained, refer note 53.
v) Unsecured Loans and advances from related
parties and others
Loan from related parties are interest free.
The carrying amounts of financial and non-financial
assets pledged as security for current and non-current
borrowings are disclosed in note 53.
For Liabilities from financing activities refer note 47.
(iii) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises of two types of risk: interest rate risk and currency risk. Financial instruments
affected by market risk include borrowings and creditors for capital expenditure.
(a) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company is not materially exposed to any foreign exchange risk during the reporting
periods.
(b) Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company's exposure to risk of changes in market rate is limited to borrowings
(excluding vehicle loans and non-convertible debentures) which bear floating interest rate.
The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as
defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in
market interest rates.
The Company manages interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. The
exposure of the Company's borrowing to interest rate changes at the end of the reporting period is as follows:
NOTE 44 - CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity
reserves attributable to the equity holders of the Parent, non-controlling interest and borrowings (including interest
accrued and lease liability).
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns for it's shareholders. The capital structure of the Company is based on management's judgment of the
appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company monitors the capital structure on the basis of debt to equity ratio and maturity profile of the overall debt
portfolio of the Company.
The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes
in economic conditions and the risk characteristics of the underlying assets.
The Company's aim is to translate profitable growth to superior cash generation through efficient capital management.
The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor, creditors and market confidence and to sustain future development and growth of its business. The Company
will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
(ii) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at
the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered
by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual
nor any constructive obligation. During the year, the Company has recognised ' 323 (March 31, 2024: ' 238) in the
standalone statement of profit and loss or construction work-in-progress.
(iii) Post employment obligations
Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who
are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/
termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied
for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised
funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over
a period of time based on estimations of expected gratuity payments.
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In
practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior
period.
(v) The major categories of plan assets are as follows:
The plan asset for the funded gratuity plan is administered by Life Insurance Corporation of India CLIO as per the
investment pattern stipulated for Pension and Group Schemes fund by Insurance Regulatory and Development Authority
regulations i.e. 100% of plan assets are invested in insurer managed fund. Quoted price of the same is not available in
active market.
(vi) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed
below:
Interest rate risk: A fall in the discount rate which is linked to the government securities rate will increase the present
value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of
the assets depending on the duration of asset.
Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of
members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on government bonds. If the return on
plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of
investments in government securities, and other debt instruments.
Asset liability matching risk (ALM risk): The plan faces the ALM risk as to the matching cash flow. Since the plan is
invested in lines of rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
(vii) Employee stock option plan
The establishment of the Rustomjee Employee Stock Option Plan 2022 was approved by the Keystone Realtors Limited
Shareholders on 11th May 2022. Under the plan, in respect to Tranche 1 participants are granted options which vest at 25%
each year over the period of four years of service from the grant date, in respect to Tranche 2 participants are granted
options which vest at 50% in year 1 and 25% each in year 2 and 3 over the period of three years of service from the grant
date, in respect to Tranche 3 participants are granted options which vest at 50% each year over the period of two years
of service from the grant date, and in respect to Tranche 4 participants are granted options which vest at 100% over the
period of one year of service from the grant date. Participation in the plan is at the Keystone Realtors Limited Board's
discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
Once vested, the options remain exercisable for a period of four years. When exercisable, each option is convertible into
one equity share.
Stock options exercisable as at March 31, 2025 is 419,250
with Weighted average remaining contractual life of
options outstanding at end of period is 3.95.
Weighted average remaining contractual life of options
outstanding at end of period is 4.04.
Fair value of options granted
The model inputs for options granted during the year
ended March 31, 2025 includes:
Grant - 1
a) Vested options are exercisable for a period of four
years after vesting
b) Exercise price: ' 480 (in absolute)
c) Grant date: August 01, 2022
d) Share price at grant date: ' 499.34 (in absolute)
e) Expected price volatility of the company's shares: 43%
f) Dividend yield: 0%
g) Risk-free interest rate: 6.95% to 7.27%
Grant - 2
a) Vested options are exercisable for a period of three
years after vesting
b) Exercise price: ' 480 (in absolute)
c) Grant date: October 18, 2023
d) Share price at grant date: ' 562.95 (in absolute)
e) Expected price volatility of the company's shares: 43%
f) Dividend yield: 0%
g) Risk-free interest rate: 7.45% to 7.49%
Grant - 3
a) For one employee - Total vesting period shall be 2
years from the date of grant. Vesting pattern in 50% in
Year 1 and 50% in Year 2.
For Others - 100% options shall vest in Year 1.
b) Exercise price: ' 10 (in absolute)
c) Grant date: August 01, 2024
d) Share price at grant date: ' 717.97 (in absolute)
e) Expected price volatility of the company's shares: 38%
f) Dividend yield: 0%
g) Risk-free interest rate: 6.79%
Grant - 4
a) Vested options are exercisable in a years after vesting
b) Exercise price: ' 10 (in absolute)
c) Grant date: September 19, 2024
d) Share price at grant date: ' 695.43 (in absolute)
e) Expected price volatility of the company's shares: 38%
f) Dividend yield: 0%
g) Risk-free interest rate: 6.94% to 6.95%
The expected price volatility is based on the historic
volatility (based on the remaining life of the options),
adjusted for any expected changes to future volatility due
to publicly available information.
Note:
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending
resolution of the respective proceedings.
2. The Company has evaluated the impact of the Supreme Court (SC) judgement dated February 28, 2019 in case
of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the
related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the
Employees' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of
"basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the
Employees' Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management which
is supported by legal advice, the Company believes that the aforesaid judgement does not have material impact
on the Company. The Company will continue to monitor and evaluate its position based on future events and
developments.
Significant judgement: classification of joint arrangements
The company has entered into Partnership firms/Association of person whose legal form confers separation between
the parties to the joint arrangement and the Company itself. Also, as per the contractual arrangements, the parties to the
joint arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Accordingly the
Joint arrangements have been identified as Joint controlled entities.
Financial impact of joint controlled entities
The Company accounts for assets, liabilities, revenue and expenses relating to its interest in joint controlled entities
based on the internal agreements/arrangements entered into between the parties to the joint arrangements for
execution of projects. Accordingly the Company has recognised revenue from operations ' 297 (March 31, 2024: ' 183),
total expenditure (including tax) ' 476 (March 31, 2024: ' 331), total assets as at March 31, 2025: ' 7,051 (March 31, 2024:
' 7,357), total liabilities as at March 31, 2025: ' 5,727 (March 31, 2024: ' 4,811) and loss of March 31, 2025: ' 36 (March 31,
2024: ' 93).
During the previous year, The Company has increased its stake in Fortune Partners to 99.40%, as a result of which, the
Company proportion to net assets in the jointly controlled entities i.e, Fortune Partners and Lok Fortune joint venture
(through Fortune Partners) increased as follows:
NOTE 56 - MERGER
(a) Merger of Toccata Realtors Private Limited:
During the year ended March 31, 2024, the Company had received the Hon'ble National Company Law Tribunal (NCLT)
approval for the scheme of amalgamation (the Scheme) of Toccata Realtors Private Limited (TRPL) with the Company
on May 4, 2023 and had filed the order copy with the Registrar of the Companies on June 16, 2023 (‘effective date'). The
Company had accounted for the assets and liabilities of TRPL on a line by line basis after eliminating the intercompany
receivable and payable balances between the Company and TRPL, and applying the principle of Ind AS 109 ‘Financial
Instruments', The Company had accounted for fair value of TRPL's net assets amounting to ' 19,265 Lakh as return of
capital as reduction of the cost of investment under ‘Investments' and ' 1,208 Lakh as return on capital under ‘Other
Income'.
(b) Merger of Key Fortune Relators Private Limited:
The Scheme of amalgamation ("the Scheme") for merger of Key Fortune Relators Private Limited (wholly owned
subsidiary) in the Company was approved by the Mumbai Bench of National Company Law Tribunal and the Company
received the certified true copy of the order on February 19, 2025. The Company has filed the same with Registrar of
Companies, Mumbai on March 20, 2025 which is the effective date of merger. The appointed date of the Scheme is April
1, 2024. The merger has been accounted under the ‘pooling of interests' method in accordance with Appendix C of Indian
Accounting Standard (‘Ind AS') 103 'Business Combinations' and comparatives in the standalone financial statements
have been restated to give effect of the merger.
NOTE 57 - COMPLETION OF QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
During the year ended March 31, 2025, the Company had completed its QIP of 12,121,212 equity shares of face value of '
10 each at an issue price of ' 660 per share aggregating to ' 80,000 comprising of fresh issue.
In respect of the aforesaid QIP, the Company had incurred ' 1,728 as share issue expenses. The issue expenses amounting
to ' 1,728 were adjusted to securities premium.
ii) Borrowings secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets, also refer
note 53. However, there are no requirements of filing quarterly returns or statements with banks as per the terms of
relevant agreements.
iii) Wilful Defaulter
The company has never been declared as wilful defaulter by any bank or financial institution or government or any
government authority.
iv) Relationship with struck off companies
The company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
v) Compliance with number of layers of companies
The company has complied with the number of layers prescribed under the Companies Act, 2013.
vi) Compliance with approved scheme(s) of arrangements
The company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year (refer note 56).
vii) Utilisation of borrowed funds and share premium
The company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries); or
viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.
ix) Details of crypto currency or virtual currency
The company has not traded or invested in crypto currency or virtual currency during the current or previous year.
x) Valuation of property, plant and equipment, intangible asset and investment property
The company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or
both during the current or previous year.
xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory
period.
xii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for
which such loans were was taken.
xiii) Title deed of immovable properties
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease
agreements are duly executed in favour of the lessee), as disclosed in note 3, note 4 and note 5 to the standalone
financial statements, are held in the name of the company.
NOTE 60 - AUDIT TRAIL
As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014 the Company uses accounting software
for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an
edit log of each change made in the books of account along with the date when such changes were made within such
accounting software. This feature of recording audit trail has operated throughout the year except for certain transactions,
changes made through specific access and for direct database changes and no audit trail features were tampered during
the year and have been preserved by the company as per the statutory requirement for record retention.
NOTE 61 - DIVIDEND
The Board of Directors has recommended a final dividend of ' 1.50 per fully paid-up equity share of ' 10/- each (i.e. 15%
of face value of equity share) for the financial year ended March 31, 2025, subject to approval of the shareholders in the
ensuing Annual General Meeting of the Company.
NOTE 62 All amounts in Financial statement are rounded off to ' lakhs, Amount below rounding off norms are
reported as*.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/N500016 Keystone Realtors Limited
CIN: L45200MH1995PLC094208
Pankaj Khandelia Boman Irani Chandresh Mehta
Partner Managing Director Director
Membership No. 102022 DIN: 00057453 DIN: 00 057575
Sajal Gupta Bimal Nanda
Chief Financial Officer Company Secretary
Membership No. 11578
Mumbai Mumbai
Date: May 14, 2025 Date: May 14, 2025
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